changing faces
by Waffles Of Doom
Summary: It was the eleven seconds that changed everything. Sam kissed Freddie, and now? Now the ball's in Freddie's court. Its his turn to make a move.
1. One

**One.**

"_..Sorry."_

"_Its cool."_

Freddie and Sam stared at each other, neither one of them sure how to react. He was in complete shock. Sam was in love with him?

Him, Freddie Benson, the guy she had picked on forever? Freddie felt as if he should be annoyed, or something close to that emotion. Instead, he felt..

Confused. He felt confused as to how he felt about Sam kissing him.

"Sorry." Sam repeated, and Freddie could almost see her guard go back up as she spoke.

"Sam," He said softly.

"It was dumb," She shook her head, her blonde curls cascading around her shoulders. "I shouldn't have kissed you, you're in love with Carly."

"I'm not." Freddie whispered. "I'm not in love with Carly."

Sam's expression seemed to say, 'well what are you waiting for then?'.

Freddie couldn't reply. He bit his lip slightly, something that drove Sam crazy. It was a habit Freddie didn't realize he had, but Sam had noticed. She'd spent enough time staring at that boys face.

"But you don't love me." Sam said, and it took everything she had to stop her lip from quivering. This, this is why she didn't put her feelings out there. If she did, she just got hurt.

Instinct took over then, and Sam turned and ran for the door.

"Sam!" Freddie yelled, unable to ignore the pang in his chest as she ran away from him. "Sam, wait!"

But, she was already gone.

Sam yanked open the door to the school, and ran in, past a shell shocked Carly, her feet pounding against the lino of the school corridors.

All she could think about was how much she had messed things up. If she hadn't been so stupid and kissed Freddie, everything would be okay. She would have him as a friend, or a frenemy, whatever the heck their relationship could be labelled as.

But now? Now, she had lost even that. He clearly didn't return the feelings, and Sam couldn't believe she was idiotic enough, naïve enough to think that he did.

Sam hadn't realized where she was going, until she felt her hand graze the cool metal handle of the girls bathrooms. They were empty, of course. Everyone else was working on their projects, hanging out with their friends or hiding from her.

She let out a snort at that. Kids were hiding from Sam, afraid she would do what she did to Gibby the previous year. If they only knew what she was really doing.

Sam looked at herself in the mirror, shoving her blonde bangs out of her face roughly. Tears had started to spill from her eyes, causing her eyeliner to run down her face in spidery lines.

And it was all Freddie Benson's fault. That nub had made her into a giant quivery mess of a girl. Fredward Benson, the kid she'd been picking on since the sixth grade.

The guy she was in love with.

Sam slid to the floor, not caring that the school bathrooms were possibly the most disgusting place in the world. The unrequited love thing? It hurt.

She didn't know how Freddie had put up with it for so long, she honestly didn't.

Sam brought her knees close to her chest, and wrapped her arms around them, trying to ignore the chill, and the dampness that was seeping into her shirt.

Her chin resting on her arms, Sam let herself cry. The salty tears were an unfamiliar sensation as they spurted from her eyes, and dribbled down her cheeks, making tracks in her make up.

Another reason why she couldn't stand wearing make up. One bit of moisture, and you looked like you'd just slapped the stuff on your face blindfolded.

"Sam?"

She looked up as she heard Carly call out. The door to the bathroom's began to slowly inch open- _damn, why didn't she lock it?_- and her dark haired best friend entered the bathrooms.

"Sam," Carly repeated, her voice laced with sadness, and confusion as she sat down beside her best friend, wincing slightly at the feel of the cold tiles.

"Go away." Sam mumbled, but Carly ignored her.

"It was Freddie all along?" Carly sounded as if she was still trying to wrap her head around what had just happened.

Sam reluctantly nodded.

"When did you figure it out?" Carly inquired, and something told her this was going to take a while.

"I don't know," Sam gave a minuscule shrug. "I mean, things changed after we kissed the first time, and ever since then.."

"You've loved him since then?" Carly had to stop herself from gawping. That was two years ago, it was a long time.

"No." Sam shook her head. "It took me a long time to figure out I, y'know. Up until then, I was just feeling.. Stuff."

Carly hid a grin a her friends inability to express her feelings. Now wasn't the time.

"And he doesn't feel the same." Sam said quietly, her voice so vulnerable, Carly had to reach out and hug her.

"I'm not going to sit here and tell you that he loves you, and everything's going to be perfect." She began thoughtfully. "But I'm also not going to tell you that he doesn't love you."

"Huh?"

"Freddie," Carly wondered where to begin. "He thinks he loves me. I mean, he's never had anything real, so why would he think otherwise? But he's finally realizing that he doesn't like me that way."

Carly looked at Sam intently. "I think he's just as confused as you are. But Sam, you have to talk to him."

"No," Sam shook her head. "I'm not talking to him. I screwed things up enough already."

"You wont know until you try."

"I saw the look on his face," Sam said simply. "He doesn't, y'know. Feel like that."

Carly sighed. There was no talking to Sam sometimes.

"Go Carls," Sam said quietly. "Help Gibby with your project. I'll be fine."

"Sam.." Carly said, her words drawn out. She wasn't going to leave her best friend when she needed her the most.

"Go Carly." Sam repeated, and tried to fake a smile. "I'll be fine. I need the space to think."

She didn't like it, but Carly knew Sam needed to figure things out in her own head. And, Carly needed to make sure Gibby wasn't killing her brother.

She left the bathroom, and walked past the windows by the courtyard. It felt like hours had passed since the kiss, but in reality in was only ten minutes. Twenty, tops.

Freddie was still standing there, staring at the wall. The same position he'd been in since Sam kissed him.

It was then that Carly realized that this, that simple kiss and the not so simple feelings, had changed everything. It was going to change even more. Life, it was never going to be the same.

She wasn't sure if that was a good or bad thing.

/

**Author's Note: **Normally I don't like writing continuations, or speculations, but this was begging to be written. I couldn't wait until July/August to find out what happens, so putting my own spin on things seemed the best option.

Thoughts on iOMG? Any idea what'll happen next on the show?

Reviews are love :3


	2. Two

**Two.**

Freddie sat, staring at the wall. He didn't realize that he was staring at the wall of course, he was too busy replaying Saturday night's event's over, and over in his head.

Sam had kissed him, and he couldn't say he hated it. If he was being honest, he couldn't say he didn't enjoy it either.

But this was **Sam. **Sam, the blonde haired demon who ate his food, beat him up, called him various colourful nicknames and made him pay for everything.

For some reason, none of those qualities sounded that bad when he thought about it. There was also the fact she was hilarious, and beautiful..

Freddie shook his head as he approached the front steps of Ridgeway, trying in vain to clear his head. He hadn't seen, or spoken to Sam since she had ran off on Saturday night.

"Morning Carly," Freddie greeted, his eyes searching the busy halls for the one person he needed to talk to.

"Morning Freddie." Carly gave him a smile. She held in her thousand and one questions about the kiss, and how he felt. She knew the busy school halls weren't the place to bring that topic of conversation up.

Freddie spun the dial on his locker, opening it up and rooting inside for his books.

"Is Sam here yet?" He inquired.

Carly shook her head. "I haven't heard from her since the lock in."

"I need to talk to her Carly." Freddie sighed, leaning his head against the cool metal of the locker.

"I know."

The two friends stood in silence until Freddie stopped a familiar blonde head.

"Sam!" He called, pushing through the crowds. "Sam, wait!"

Sam saw him, and spun around, stalking off in another direction.

"Sam! Wait!" He yelled. Freddie had ceased to care that the entire hallway was looking at him.

She rounded the corner, and Freddie continued to push past people, yelling her name. As he rounded the corner himself, he saw that she wasn't there anymore.

"Great." He couldn't help but sound pissed. Apparently, talking to Sam was not going to be an easy feat. Then again, figuring out this whole situation wasn't easy either.

Freddie held in a scream as he headed for history. Sam Puckett was a damn confusing girl.

/

"Why did you run away?" Carly asked as she slid into her seat beside Sam. They sat in the second last row of the labs, and Gibby and Freddie sat two desks ahead of them.

"I don't want to talk about it." Sam's eyes were, for once, fixed on the whiteboard where their teacher had begun to write.

"Sam.." Carly was exasperated. She had finally thought Sam was beginning to open up to people, that they could have a conversation about feelings. She thought Sam was getting better at the whole talking about feelings thing, but no.

"Carly.." Sam mimicked.

"You need to talk to him."

"No."

"Yes."

"No."

"Sam!" Carly hissed. "You need to talk to Freddie. How are you supposed to know how he feels if you wont let him talk to you?"

"He doesn't want to talk to me." Sam tried lamely.

"He chased you down the hall this morning," Carly said seriously. "He wants to talk to you."

"I'm scared." Sam whispered, and looked Carly dead on for a spilt second, but a spilt second later, her eyes were back on the board.

"You wont know until you listen to him." Carly said simply. "I'm not trying to pressure you Sam. I just want you to be happy,"

Sam didn't move her gaze from the board, trying not to get distracted by the back of Freddie's head. She **wanted **to be happy.

"Talk to him." Carly repeated, and turned to taking down science notes.

Freddie turned around to look at the two girls, his gaze lingering on Sam. Their eyes met for a second before Sam looked away.

Sighing, Freddie turned back to the board.

"You okay?" Gibby inquired. Everyone had seen what had happened that morning, and he was curious, and confused as to why Sam was avoiding Freddie like the plague.

"Yeah," Freddie s-hook his head. "Not really."

/

Carly stood in the kitchen, waiting for Sam and Freddie to arrive. They were due to shoot iCarly, and Gibby was already waiting in the studio, along with Brad.

Sam, Sam was always late, but Freddie was always on time. It wasn't like him to not be here, with six minutes until the show aired.

Suddenly, the door burst open, and Freddie rushed in. "Sorry I'm late Carls," was all he said before he ran upstairs to get ready.

"One down." Carly muttered to herself, biting into a cream covered carrot. She waited downstairs for another four minutes before heading upstairs herself.

"Where's Sam?" Freddie asked, his camera ready. One minute to go.

Carly shrugged. Sam never missed a show. She was always late, but she never missed a show.

"We have to go on without her," She sighed. "Gib, you have to co-host with me tonight."

Gibby wandered over from where he sat, dressed in a pink dress and wearing a wig bunched up into pigtails- it was for a sketch, of course.

He hadn't suddenly taken a likening to cross dressing.

"In five, four, three, two," Freddie said, and the show began.

"I'm Carly!"

"And I'm Gibby!" The boy/girl grinned happily.

"And I'm Sam." Sam appeared in Freddie's lens, shoving Gibby roughly out of her way. "Back to your corner Gibson."

Just like that, the show continued as normal. Sam and Carly made jokes, Brad did everything a good intern should, and the show went off without a hitch.

"That's it for tonight's iCarly," Carly began, she and Sam standing back to back, and doing some sort of dance move. "Remember,"

"Wear socks." Sam butted in.

"Take showers in jello."

"And never eat sour wheat." Sam finished, and Freddie spoke.

"We're clear." He said. "Great show guys."

Gibby had already shuffled off to turn himself back into a boy, and Carly sensed it was the perfect opportunity to get Sam to talk to Freddie.

"Brad, can you help me get some snacks?" She inquired. "Spencer rented a movie, and I thought we could all watch it."

"Yeah," Brad nodded, eager to help as always. "I've got fudge in my bag."

"Awesome," Carly smiled, and led him from the room. As soon as they left, Sam headed for the elevator.

"Sam." Freddie said, reaching out for her arm. He had barely touched it, his finger's lightly resting on the sleeve of her hoodie when she wrenched it from his grip, and slammed her fist on the button to go down.

"We need to talk." He said.

"No," Sam didn't even turn around. "We don't."

The doors dinged open, and Sam moved to step in.

"Stop running away Sam!" Freddie practically yelled, causing Sam to stop dead. "I need to talk to you!"

"About what?" Sam turned to face him. "To tell me that you don't love me? To let me down easy? Because, I get it. You love Carly."

"No. I don't love Carly." Freddie shook his head. "And I don't know why you keep saying that."

"Because you've always loved Carly!"

"Well, a lots changed!" Freddie replied. "Look, Sam. I don't know what to say to you because I don't know how I feel. You drive me insane, but when I'm around you.. I don't know."

Sam stared at him.

"I need time Sam." He said quietly. "I need time. Can you give me that? Please?"

She couldn't do anything but nod. Sam, she could give him time. She just wasn't going to wait forever.

"Thank you Sam," Freddie said, and leaned over. He pressed a light kiss to her cheek that sent shivers down her spine, made her skin tingle, and caused her face to flush ever so slightly.

"Thank you." He repeated.

/

**Author's Note: **Thanks for the reviews last chapter! You're awesome, seriously. I'm obviously continuing this story, for those who asked!

Oh, and if you're on tumblr, fuckyeahwhatiwant has put screen caps from iOMG to snippets from the first chapter of this, and it looks amazing.

As always, reviews are love :3


	3. Three

**Three.**

Freddie stood at his tech cart, looking at the screen of his laptop blankly. He was thinking, all he seemed to do was think lately.

"Hey Freddie," Spencer greeted. "Your mom's calling you."

Freddie shook himself out of his daze. "Huh? She is? I uh, better go so." He turned to switch off his laptop, but found it wasn't even on.

"Freddo," Spencer put a hand on the teenagers arm. "You okay? You've been out of it recently."

Freddie was about to nod, and say he was fine, when he realized he needed to talk to someone. Carly, she'd just gush about how cute he and Sam would be together, and his mom would warn him away from Sam completely.

Spencer, he might be able to help.

"I.." He began. "Spence, I need your help."

Spencer looked concerned, automatically believing he'd done something stupid, at the tone of his voice. "What's happened?"

"Sam kissed me." Freddie said, and the older man's jaw almost hit the floor.

"What?" He couldn't help but be surprised. "When? How? What?"

"At the lock-in," Freddie began to explained. "You know how Sam was helping Brad and I with our project?"

Spencer nodded. "You were making that pear pad app."

"Mood face," Freddie confirmed. "Well, I tested Sam, and it said that she was in love. Carly and I thought it was brad, because anywhere I go with Brad, Sam tags along nowadays. So, we tried to get her to make a move, and she got annoyed."

His absentmindedly ran his fingers through his hair. "I went to talk to her, y'know, try get her to take a chance, and she kissed me. Its me she's in love with Spencer."

"Have you spoken to her since then?" Spencer was doing his best to be an adult, but his inner Seddie fanboy was squealing.

Freddie nodded. "I told her I needed time. God, I'm so confused Spencer, I don't know how I feel about her. How do you," He paused, biting his lip.

"I mean, how do you know when you're in love?" Freddie asked. It was the first time he'd admitted aloud that he might be in love with Sam.

"Its different for everyone," Spencer pondered. "Do you miss Sam, when she's not around?"

Freddie thought of the past week, when Sam had barely spoken two words to him. He missed the teasing, and the jokes and their easy flowing banter. "Yeah, I do."

"Would you be okay with her dating someone else?" Spencer asked another question.

"No way." He didn't even have to think about it.

"Well Freddie Benson, you certainly like Sam in a more than friends way," Spencer said. "But as for love? That's something no amount of questions can answer for you. You've got to figure it out for yourself."

Freddie raised an eyebrow. "You're good at this relationship advice, for someone who hasn't had a steady girlfriend in years."

"I watch a lot of movies," Spencer shrugged.

"Thanks Spence," Freddie said, and grabbed his cell phone. "I'd better go, before my mom looses it."

Spencer watched him leave the studio, and as soon as he heard the door bang shut, he punched the air. He knew Seddie would prevail.

/

"Spencer," Carly began quietly. "Can I ask you something?"

Spencer felt like a machine today, for advice that is. "Uncle Spencer is listening."

"Sam kissed Freddie-" Carly started.

"Oh, Uncle Spencer knows." Spencer nodded, not entirely sure why he was referring to himself in the third person.

"How?"

"Freddie was in the studio today," He explained. "He was all spaced out and confused, and he told me what happened."

"He was dazed and confused?"

"He's just found out Sam loves him," Spencer said. "Sam, the girl who's been beating him up and taking his money for the past.. Forever? I'd be confused."

"She really loves him," Carly said, as if it was a revelation. "And he might love her back."

"You don't sound too happy about that."

"I'm trying to be okay with the prospect of my two best friends dating, but its hard!" Carly whined. "Its not that I'm jealous, I don't like Freddie in that way, I'm just worried that if they do start dating, they'll want to spend all their time with each other, and they wont hang out me me anymore-"

"Carly," Spencer contemplated saying 'calm down', but he remembered her reaction the last time he'd done so, and decided against it.

"Yeah?"

"Do you honestly think everything is going to change if Sam and Freddie start dating?" Spencer said. "I mean, of course they'll want to spend time with just the two of them, but I don't think everything is going to change, completely at least."

"Why not?"

"Because they're Sam and Freddie," Spencer shrugged. "They aren't exactly the slushy gushy, pet names kind of people, are they?"

"When did you turn into such a good advice giver?" Carly raised an eyebrow.

"I watch a lot of movies."

/

Freddie looked at the picture of him, Carly and Sam that he had on his bedside locker. He had never noticed before, but he was looking right at Sam. Not the camera, not Carly. He was looking at Sam.

Then he realized all the questioning wasn't helping, in actual fact he was over thinking things. Freddie, he was going to go with his gut, or his heart, whichever, and he was going to do it tomorrow.

/

**Author's Note: **I'm sorry for not updating before now, and the fact this is kind of a filler chapter. My laptop has broken, and my freaky computer genius cousin doesn't think it can be fixed, so I've lost everything, including the original chapter three of this. Le sigh.

Anyway, reviews are love :3 Thanks for all the reviews so far, you're all awesome.


	4. Four

**Four.**

"Morning Freddie," Carly greeted her dark haired best friend. He had left early for school the morning, so Carly had to take the fifteen minute walk on her own. She, of course, spent the entire journey wondering why Freddie had left for Ridgeway so early, but her wondering hadn't led to any conclusion.

"Morning," Freddie sounded distracted.

"Whats up?" Carly inquired. The halls were quiet, and she decided that now would be the best time to ask him about everything with him and Sam. "Have you, you know, had enough time to think yet?"

"Sam told you that?"

"Of course," Carly nodded. "We're girls Freddie. We don't keep things like this to ourselves. Well, Sam does, but I forced it out of her with a months supply of ham and bacon flavoured bubblegum."

"Ah," Freddie nodded. "That makes sense."

"So, have you?" Carly prodded, dying to know at this point.

Freddie didn't reply, he just watched the front doors, growing paler with each passing second.

"Freddie?" Carly was concerned now. The boy looked like he was going to be violently sick. "Are you okay?"

"No." He replied, swallowing. His mouth felt like a desert.

"Are you going to be sick?" She asked, putting her hand against his forehead to see if he had a temperature.

"No," Freddie repeated. "But I might get my arms broken in the next ten seconds."

With that, he started to move. Carly was about to call after him, but then she realized who he was walking too. Sam, and her halo of blonde curls had just stomped through the front doors of the school.

Before she could even wonder what Freddie was about to do, he did it. He grabbed the sides of her face, and mashed his lips to hers.

/

Freddie felt his heart pounding in his chest, and he could practically hear his heart beat in his ears as he approached Sam. His knees were weak, and he felt like running right past her, and out the door. But he didn't.

He took her face in his hands- she had really soft skin, he'd never noticed that before- and pressed his lips to hers. She tasted of bacon, and toothpaste and something that had to be barbeque sauce. It was an odd combination, but it was strangely perfect.

After a few seconds, he pulled back, finally tuning in the fact that the hallway was completely silent, and Sam herself was staring at her.

"I, uh." Freddie began, not wanting to say how he felt in front of the entire student body. Sam solved that problem by kissing him. It was the fourth time they'd kissed, (or the fifth, he really wasn't sure on the whole Melanie subject,) and it was incredible. It was incredible because this time, neither one of them was standing there, completely shocked.

"GET TO CLASS!" A yell from Ms Briggs forced them apart before she could pull them up on breaking the schools no PDA rule.

Freddie looked at Sam, not wanting to go to class until he spoke to her properly.

"C'mon," Sam grabbed him by the neck of his shirt, and towards a supply closet.

"A closet?" Freddie raised an eyebrow. "A little cliche, don't you think?"

Sam ignored his jibe. "So?"

This was the part he had rehearsed over and over. He knew exactly how to form the sentences that would tell the blonde haired demon how he felt, but for some reason, they wouldn't come.

"I.." He began. "I don't know why it took me so long to realize." He said honestly.

"Mama's listening."

"I mean, you drive me crazy. You constantly cause me pain, though not as much as you used to."

"Are you listing out bad things here, or?" Sam raised an eyebrow.

Freddie ignored her. "But you're also funny, and entertaining, and beautiful. I can't imagine not having you in my life, because it would be a really boring place if you weren't."

He was rambling now. So much for whispering sweet nothings and sweeping Sam off her feet.

"Look, what I'm trying to say is.." He paused. "I'm not sure how I feel about you, but I do know I want to find out with you, as my g-girlfriend."

The word in regards to Sam sounded alien as it rolled off his lips.

"You are such a nub." Sam rolled her eyes. "You could have just asked me out,"

"You love it though," Freddie grinned, and received a punch in the shoulder for his quip.

"So is that a yes?" He stared at her intently. "You'll be my girlfriend?"

"Nah, **soz.**" Sam shrugged, moving to the door. "I don't really like you anymore."

Freddie gawped at the back of her head before it dawned on him. "You're messing, aren't you?"

"Nope," Sam refused to turn around, and Freddie could see her shoulders were starting to shake.

"You are," He said, grabbing her from behind and pulling her close. At the feel of his breath tickling her neck, Sam left out a snort.

"I'm not kidding," She tried to say through her laughter. "This is inappropriate touching Benson,"

"If you didn't want me to, you'd have broken my arms by now," Freddie smirked, his hands resting on her waist. That was a good point.

"Fine," Sam said, turning herself around, and putting her hands on his shoulders. "I will be your girlfriend."

Freddie leaned to kiss her, but Sam stopped him with a slap.

"But you pay for everything," Sam began.

"Don't I always?"

"There's no way in hell I'm dressing up for a nub like you."

"Wouldn't want you do."

"I'm not going to go all slushy gushy,"

"As if."

"And if you ever hurt me," Sam grinned wickedly. "I will castrate you."

Freddie gulped. "Eh, uh that seems, uh, fair."

Sam laughed at his obvious discomfort, the sound filling the small closet, and making Freddie's heart skip a beat.

His heart skipped about a million more as his lips touched Sam's. Freddie, he couldn't imagine the feeling of kissing Sam lessening, the sparks dying even just a little.

Sam finger's were knotted in his hair when the door to the closet swung open, and a very angry looking Ms Brigg's stood outside, the janitor beside her.

"Principal's office," She barked. "NOW!"

Freddie blinked slightly, his eyes adjusting to the brightly lit halls of Ridgeway. It was like going from a windowless box into the center of the sun, stepping from the closet into the hallway.

As Sam caught his hand in hers, Freddie smiled. He could care less about being sent to the Principal, and the inevitable detention they would receivce for skipping class.

Sam Puckett was his girlfriend, and nothing was going to bring him down from that high; not anytime soon at least.

**FIN.**

**Author's Note: **And, we're done. Thanks for sticking with this, and for all your lovely reviews, alerts and favourites. It means the world, honestly! I hope you enjoyed this giant dollop of fluff, and while there's no way on earth the next iCarly episode will be like this, I do hope it'll be Seddie.

Or I will be very, very sad. My poor shipper heart wouldn't be able to take it xD

As always, reviews are love :3


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